This
Deferred Compensation Agreement, is hereby entered into on December ,
[ ] by and between Zenith National
Insurance Corp. (Zenith) and ,
a Non-Employee Director of Zenith, pursuant to the Zenith National Insurance
Corp. Amended and Restated 2003 Non-Employee Director Deferred Compensation
Plan (the Plan). All capitalized terms
not defined herein shall have the meanings given to them in the Plan. If there is any inconsistency between the
terms of this Deferred Compensation Agreement and the Plan, the terms of the
Plan, which is incorporated herein by reference, shall control.

Election
to Defer Directors Compensation

Your
election to defer your Directors Compensation shall be effective for Directors
Compensation earned on and after January 1,
[ ]. Your election shall remain in effect until
you modify it. Any modification by you
to your compensation deferral election shall comply with the terms and
conditions set forth in Section 3.2 of the Plan.

Percentage
of your Directors Compensation to be deferred into your Deferred Cash
Account:

%

Percentage
of your Directors Compensation to be deferred into your Stock Unit Account:

%

NOTE: The sum of the two deferral percentages
entered above cannot exceed 100%.

All
Benefits will be distributed in accordance with the terms of the Plan as soon
as reasonably practicable after the earlier of: (i) an Early Benefit
Distribution Date, if you make a valid election for early distribution of
Benefits pursuant to Section 5.2 of the Plan and this Deferred
Compensation Agreement, (ii) a Termination Event, or (iii) a
Subsequent Deferral Election.

Early
Benefit Distribution Date

You
may elect an Early Benefit Distribution Date, which is a single date on which
you will receive an amount of cash in lump sum, each as elected below. You are not required to elect an Early
Benefit Distribution Date. If you do not
elect an Early Benefit Distribution Date, you will receive your benefits upon
the occurrence of a Termination Event. Your election of an Early Benefit Distribution Date
and the amount distributable to you on such date are IRREVOCABLE, subject to
any modifications as may be permitted pursuant to Section 3.2 of the Plan.

Early
Benefit Distribution Date:

Percentage
of Deferred Cash Account to be distributed on Early Benefit Distribution Date:

%

Percentage
of Stock Unit Account to be distributed on Early Benefit Distribution Date:

If
less than a 100% is shown to be distributed in either of the above, the
balance will be distributed upon the occurrence of a Termination Event.

Form of
Distribution

All
Benefits under the Plan shall be paid in cash.
Upon a Termination Event, you will receive the amounts credited to your
Plan accounts in the form you elect below.
Note that Benefits payable upon an Early Benefit Distribution Date or a
Subsequent Deferral Election will be paid in a cash lump sum only. Please indicate the form of distribution for
Benefits payable to you upon a Termination Event (you may elect only one form
of distribution):

o

lump
sum

o

annual
installments over five (5) years

o

annual
installments over ten (10) years

NOTE:

If
you fail to elect a form of distribution above, your account balance will be
paid in annual installments over five (5) years (other than mandated
cash distributions in lump sum for Benefits payable upon an Early Benefit
Distribution Date or a Subsequent Deferral Election).

Section 409A of the
Code

It is intended that this
Deferred Compensation Agreement shall comply with the provisions of Section 409A
of the Code so as not to subject you to the payment of additional taxes and
interest under Section 409A of the Code.
In furtherance of this intent, this Deferred Compensation Agreement
shall be interpreted, operated, and administered in a manner consistent with
these intentions.

TO
ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT,
UNLESS OTHERWISE EXPRESSLY INDICATED, ANY FEDERAL TAX ADVICE CONTAINED HEREIN
WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING
TAX-RELATED PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING,
MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED
HEREIN.